☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the quarterly period ended April 30, 2015

or

☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from ______to______.

Commission
File Number: 333-170118

POINT
OF CARE NANO-TECHNOLOGY, INC.

(Exact
name of registrant as specified in its charter)

Nevada

27-2830681

(State
or other jurisdiction of

incorporation
or organization)

(I.R.S.
Employer

Identification
No.)

100
Europa Drive

Chapel
Hill, NC

27517

(Address
of principal executive offices)

(Zip
Code)

919-933-2720

(Registrant’s
telephone number, including area code)

n/a

(Former
name, former address and former fiscal year, if changed since last report)

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No
☒

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☒

(Do not check if a smaller
reporting company)

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As
of June 24, 2015, there were 44,859,253 shares, $0.0001 par value per share, of common stock outstanding.

POINT OF CARE NANO-TECHNOLOGY, INC.

(F/K/A UNIQUE GROWING SOLUTIONS, INC.)

Quarterly
Report on Form 10-Q for the

Period
Ended April 30, 2015

INDEX

PART I— FINANCIAL INFORMATION

Item 1.

Financial Statements

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

17

Item 4.

Control and Procedures

17

PART II— OTHER INFORMATION

Item 1.

Legal Proceedings

17

Item 1A.

Risk Factors

17

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

17

Item 3.

Defaults Upon Senior Securities

18

Item 4.

Mine Safety Disclosures

18

Item 5.

Other Information

18

Item 6.

Exhibits

18

SIGNATURES

19

2

CAUTIONARY
STATEMENT ON FORWARD-LOOKING INFORMATION

This
Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical
facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,”
“believe,” “estimate,” “intend,” “could,” “should,” “would,”
“may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,”
“project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions.
Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations
about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations
or plans expressed or implied by such forward-looking statements.

We
cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that
the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume
any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements
are found at various places throughout this Report and include information concerning possible or assumed future results of our
operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing
plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations,
business plans and future financial results, and any other statements that are not historical facts.

These
forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are
subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results
to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties
and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or
at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters
addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this Report.

Except
to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result
of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or
otherwise.

CERTAIN
TERMS USED IN THIS REPORT

When
this report uses the words “we,” “us,” “our,” and the “Company,” they refer to
Point of Care Nano-Technology, Inc. (f/k/a Unique Growing Solutions, Inc.). “SEC” refers to the Securities and Exchange
Commission.

Except
as otherwise indicated, the information presented in this 10-Q reflects our 3-for-1 forward stock split, which became effective
as of August 22, 2012.

Alternative Energy and Environmental
Solutions, Inc. (the "Company") was incorporated under the laws of the State of Nevada on June 10, 2010 to market an
innovative new biotechnology that utilizes nutrient stimulants - organic microbes - to extract coalbed methane more efficiently
in high-production as well as from low-producing, depleted and abandoned coalmines in the U.S. Coalbed methane is a clean-burning
natural gas used for heating in homes and is used to generate electricity.

On March 31, 2015, the Company filed
an amendment to its Articles of Incorporation changing the name of the Company to “Point of Care Nano-Technology, Inc.”

On August 28, 2014, the Company
filed an amendment to its Articles of Incorporation changing the name of the Company to “Unique Growing Solutions, Inc.”

The accompanying unaudited condensed
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly,
they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management’s opinion
however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair
financial statements presentation. The results for the interim period are not necessarily indicative of the results
to be expected for the year.

(B) Use of Estimates

In preparing financial statements
in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant
estimates include valuation of equity based on transactions and the valuation on deferred tax assets.

(C) Cash and Cash Equivalents

The Company considers all highly
liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At April 30, 2015 and
July 31, 2014, the Company had no cash equivalents.

(D) Loss Per Share

In accordance with the accounting guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings per Share, basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

Since the Company reflected a net loss for the nine months ended April 30, 2015 and 2014, the effect of 5,473,397 and 6,155,100 warrants, respectively, is anti-dilutive. A separate computation of diluted loss per share is not presented.

(E)
Income Taxes

The Company accounts for income
taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.

(F) Business Segments

The Company operates in one segment
and therefore segment information is not presented.

(G) Revenue Recognition

The Company will recognize revenue
on arrangements in accordance with FASB ASC Topic 605, Revenue Recognition. In all cases, revenue is recognized only when
the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability
of the resulting receivable is reasonably assured.

8

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

(H) Fair Value of Financial
Instruments

The carrying amounts on the Company’s
financial instruments including accounts payable and notes payable, approximate fair value due to the relatively short period to
maturity for these instruments.

(I) Recent Accounting
Pronouncements

In April 2015, FASB issued Accounting
Standards Update (“ASU”) No. 2015-03, “ Interest – Imputation of Interest (Subtopic 835-30): Simplifying
the Presentation of Debt Issuance Costs”, is to simplify presentation of debt issuance costs by requiring that debt issuance
costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of
that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt
issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December
15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions
of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued Accounting
Standards Update (“ASU”) No. 2015-04, “Compensation – Retirement Benefits (Topic 715): Practical Expedient
for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”, permits the entity to measure
defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply
that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements
issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is
permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations,
cash flows or financial condition.

In April 2015, FASB issued Accounting
Standards Update (“ASU”) No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic
350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, provides guidance to customers about
whether a cloud computing arrangement includes a software license. If such an arrangement includes a software license, then the
customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses.
If the arrangement does not include a software license, the customer should account for it as a service contract. For public business
entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December
15, 2015. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any
impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued Accounting
Standards Update (“ASU”) No. 2015-06, “Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit
of Master Limited Partnership Dropdown Transactions”, specifies that, for purposes of calculating historical earnings per
unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should
be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners
(which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown
transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction
occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal
years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. We are
currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows
or financial condition.

In June 2014, FASB issued
Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. The update gives
entities a single comprehensive model to use in reporting information about the amount and timing of revenue resulting from contracts
to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters into contracts to provide
goods or services, would supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific
guidance throughout the Industry Topics of the Codification. Additionally, the update would supersede some cost guidance included
in Subtopic 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts. The update removes inconsistencies
and weaknesses in revenue requirements and provides a more robust framework for addressing revenue issues and more useful information
to users of financial statements through improved disclosure requirements. In addition, the update improves comparability of revenue
recognition practices across entities, industries, jurisdictions, and capital markets and simplifies the preparation of financial
statements by reducing the number of requirements to which an entity must refer. The update is effective for annual reporting periods
beginning after December 15, 2016, including interim periods within that reporting period. This updated guidance is not expected
to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions
of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In August 2014, the FASB
issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic
205-40) - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is
no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s
ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance.
In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments
require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain
principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial
doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating
effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration
of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and
(6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be
issued). The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December
15, 2016. Early adoption is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any
impact on our results of operations, cash flows or financial condition.

All other newly issued accounting
pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

9

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

NOTE 2NOTES PAYABLE

On October 10, 2014, the Company issued
an unsecured promissory note to an unrelated party in the amount of $100,000 which is due on or before the 90th day from
October 10, 2014. On March 2, 2015, the company repaid $35,000 of the loan. The remaining loan balance due is $65,000 as of April
30, 2015. The note bears interest at a rate of 9% per annum. As of April 30, 2015, the Company recorded $4,519 in accrued
interest and the note is in default.

On August 29, 2014 the Company entered
into a promissory note with an unrelated party. This is a non-interest bearing loan for $14,444 and is due on demand. For the nine
months ended April 30, 2015 the Company recorded $795, as an in-kind contribution of interest (see note 4(A)).

On November 13, 2012, the Company
received $6,034 from an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is
due on demand. For the year ended July 31, 2014 the Company recorded $387 as an in-kind contribution of interest. For the
nine months ended April 30, 2015 and 2014 the Company recorded $304 and $287 respectively, as an in-kind contribution of interest
(see Note 4(A)).

On August 23, 2011, the Company
issued an unsecured promissory note in the amount of $10,000 which was due on August 23, 2012 and bearing compounding interest
at a rate of 6% per annum. Interest on the outstanding principal balance is payable quarterly in arrears on the
last day of each calendar quarter. The Company is currently in default of this note and expects to make the necessary payments
whenever the Company is able to make such payments. Then on December 28, 2011, the Company issued an additional unsecured
promissory note in the amount of $10,000 which was due on December 28, 2012 and bearing compounding interest at a rate of 6% per
annum. Interest on the outstanding principal balance is payable quarterly in arrears on the last day of each calendar
quarter. The Company is currently in default of these notes and expects to make the necessary payments whenever the Company is
able to make such payments. As of April 30, 2015 and April 30, 2014, the Company recorded $4,663 and $3,237, in accrued
interest, respectively.

NOTE 3NOTES PAYABLE
- RELATED PARTY

On November 4, 2013, the Company
issued an unsecured promissory note to a related party in the amount of $100,000 which is due on February 3, 2014. The note bears
interest at a rate of 8% per annum. On August 1, 2014 the Company repaid the $100,000 note and $5,333 of accrued interest.
As of April 30, 2015 and July 31, 2014, the Company recorded $0 and $6,060, respectively, in accrued interest (see Note 6).

During the year ended July 31, 2013, a
related party paid $2,023 in expenses on Company’s behalf in exchange for a note payable. Pursuant to the terms
of the note, the note was non-interest bearing, unsecured and was due on demand. During the year ended July 31, 2014, the same
related party paid $1,500 in expenses on the Company’s behalf in exchange for a note payable. Pursuant to the terms of the
note, the note is non-interest bearing, unsecured and is due on demand.. For the year ended July 31, 2014 the Company recorded
$42 as an in-kind contribution of interest. The note was repaid in full during the year ended July 31, 2014 (see Notes 4(A) &
6).

On June 10, 2013, the Company received
$7,694 from a related party. Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on
demand. For the year ended July 31, 2014, the Company recorded $129 as an in-kind contribution of interest. The note was repaid
in full during the year ended July 31, 2014 (see Notes 4(A) & 6).

NOTE 4STOCKHOLDERS’
DEFICIENCY

(A) In-Kind Contribution

For the nine months ended April 30,
2015, a shareholder of the Company contributed services having a fair value of $10,400 (See Note 6).

For the year ended July 31, 2014,
a shareholder of the Company contributed services having a fair value of $15,600 (See Note 6).

For the nine months ended April 30,
2015, the Company recorded a total of $1,100 as an in-kind contribution of interest (See Notes 2 & 6).

10

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

For the year ended July 31, 2014,
the Company recorded a total of $557 as an in-kind contribution of interest (See Notes 2, 3 & 6).

(B)
Warrants

The following tables summarize all
warrant grants for the nine months ended April 30, 2015, and the related changes during these periods are presented below.

Number of

Warrants

Weighted Average Exercise

Warrants

Balance at July 31, 2014

5,826,122

$

0.83

Granted

-

-

Exercised

(352,725

)

-

Forfeited

-

-

Balance at April 30, 2015

5,473,397

0.83

Warrants exercisable at April 30, 2015

5,473,397

$

0.83

Of the total warrants
outstanding, 5,473,397 are fully vested, exercisable and non-forfeitable.

These warrants are immediately exercisable
at $0.83 per share and are immediately callable by the Company if the Company’s common stock trades for a period of 20 consecutive
days at an average trading price of $1.00 per share or greater. This option gives the Company the right, but not the obligation
to repurchase the shares of common stock. During the nine months ended April 30, 2015 and year ended July 31, 2014, the average
trading price exceeded $1.00 per share and the options are callable by the Company, although none have been called to date.

During the nine months ended April
30, 2015, the Company issued 352,725 shares of common stock, in connection with the exercise of stock warrants, for proceeds of
approximately $273,902 and a subscription receivable of $18,859.

During the year ended July 31, 2014,
the Company issued 328,978 shares of common stock, in connection with the exercise of stock warrants, for proceeds of approximately
$273,056.

(C) Payments made on the
Company’s behalf

For the nine months ended April
30, 2015, a related party paid legal expenses on behalf of the Company totaling $2,612, which was forgiven and recorded as an in-kind
contribution of capital.

(D) Common stock issued
in connection with release and settlement agreement

For the nine months ended April
30, 2015, the Company issued 100,000 shares valued at $260,000 ($2.60/share), in connection with release and settlement agreement
entered on October 7, 2014 (See Note 5).

(E) Common stock cancellations

On February 25, 2015, the
Company entered into two separate Cancellation Agreements, one with the former sole officer and sole director, and one with an
affiliate of the Company under which a total of 11,500,000 shares of the Company’s common stock, par value $0.0001 per share,
were cancelled and in return the two persons received an aggregate of $115,000.

(F) Common stock
issued in connection with employment agreement

On February 26, 2015, the Company
entered into an employment agreement with its new CEO. For the nine months ended April 30, 2015, the Company issued 37,500,000
shares valued at a fair value of $118,125,000 ($3.15/share). Fair value is based on the closing price of the stock on the date
of grant.

11

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

NOTE 5COMMITMENTS
AND CONTINGENCIES

On June 4, 2010, the Company entered
into a consulting agreement with a related party to receive administrative and other miscellaneous services. The Company is required
to pay $4,500 a month. The agreement is to remain in effect unless either party desires to cancel the agreement.

On August 1, 2014, the Company entered
into an Employment Agreement with a member of the board of directors to serve as the Chief Executive Officer, President, and Chief
Financial Officer of the Company. Pursuant to the Agreement and in consideration for his services as the sole officer of the Company,
the Company immediately issued 25 million shares of the Company’s common stock to the new CEO. At the time, the CEO had control
of over 50% of the Company’s common stock, giving the CEO control of the Company. In addition, pursuant to the Agreement,
the CEO was to be paid $240,000 in base salary per year and, once a Certificate of Designation of “Series A Preferred Stock”
was filed with the Secretary of State of the State of Nevada, the CEO was to be issued shares of the Company’s Series A Series
Preferred Stock. Subsequently, on October 7, 2014, the Company entered into a settlement and release agreement with the CEO.
In connection with the release and settlement agreement, the CEO submitted his resignation and the future issuance of shares of
preferred stock was cancelled.

In addition, the Company agreed
to the following additional terms in connection with the release:

●

Payment of $40,000 to the old CEO which represented two months of salary. This was paid during October 2014.

●

Payment of a one-time consulting fee of $12,000 to the old CEO. This was paid during October 2014.

●

The old CEO has returned the physical
share certificates evidencing his ownership of 25 million shares of the Company’s common stock and the Company instructed
its transfer agent to cancel these 25 million shares. This occurred on December 11, 2014.

●

The Company is required to: (i) issue 100,000 shares of the Company’s common stock to
the old CEO; and (ii) change its name from Unique Growing Solutions to another name. For the nine months ended April 30,
2015, the Company issued 100,000 shares valued at $260,000 ($2.60/share) (See Note 4(D)). On March 31, 2015, the Company
filed an amendment to its Articles of Incorporation changing the name of the Company to "Point of Care Nano-Technology,
Inc."

●

In the event that an additional agreed upon event occurs, the Company shall issue an additional 100,000 shares of the Company’s common stock to the old CEO. During the nine months ended April 30, 2015, no additional agreed upon events have occurred.

On February 25, 2015, the Company
signed an Employment Agreement with Dr. Guirguis (the “Employment Agreement”). Pursuant to the Employment Agreement,
the Company appointed Dr. Guirguis as Chief Executive Officer of the Company effective as of February 26, 2015 (the “Employment
Effective Date”). The Company will pay Dr. Guirguis an annual salary of $350,000. In addition, within twenty days of the
Employment Effective Date, the Company will issue 37,500,000 shares of the Company’s common stock to Dr. Guirguis (the “Stock
Issuance”). The Stock Issuance will result in a change of control of the Company. For the nine months ended April 30, 2015,
the Company issued 37,500,000 shares with a fair value of $118,125,000 ($3.15/share), (See Note 4(F)), Fair value is based on the
closing price of the stock on the date of grant. In addition, during the nine months ended April 30, 2015, the Company paid expenses
previously incurred by CEO in the amount of $45,000 and was recorded as an additional compensation expense and approved by the
Company’s Board of Directors. For the nine months ended April 30, 2015 the compensation expense is $94,000.

On February 25, 2015, the Company
entered into a License Agreement with Lamina Equities Corporation (“Lamina”). Lamina is a private corporation over
which Dr. Raouf Guirguis has sole control. Pursuant to the License Agreement, the Company agreed to pay $1,000 to Lamina in exchange
for an exclusive worldwide license to Lamina’s intellectual property relating to diagnosing illness in humans via a saliva
test. In addition, the Company will pay total regulatory milestone payments of up to $10,000 and a royalty of 7.5% of Net Sales
to Lamina based on the following terms within 30 days after the achievement of each of the following milestones:

●

First
receipt of notice from the FDA of product approval $4,000

●

First
commercial sale of a product in the United States $5,000

●

First
commercial sale of a product in any country or territory outside the United States after
receipt of all requisite Regulatory approvals in such country $1,000

●

After
first commercial sale a royalty on net sales of 7.5% during each calendar year.

For
the nine months ended April 30, 2015 the Company paid and expensed $1,000 for the licensing rights and no other milestones have
been met.

12

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

NOTE 6RELATED PARTY TRANSACTIONS

On November 19, 2014, the Company
recorded $7,500 as a bonus to the former CEO, for his extra time involved with negotiating and concluding the settlement and release
agreement with the CEO with the employment agreement dated August 1, 2014 and the release date of October 7, 2014.

On November 4, 2013, the Company
issued an unsecured promissory note to a related party in the amount of $100,000 due February 3, 2014 and bearing interest at a
rate of 8% per annum. On August 1, 2014 the Company repaid $100,000 of the loan balance and $5,333 of accrued
interest. As of April 30, 2015 and July 31, 2014, the Company recorded $0 and $6,060, respectively, in accrued interest (See Note
3).

For the nine months ended April
30, 2015, a related party paid legal expenses on behalf of the Company totaling $2,612, which was forgiven and recorded as an in-kind
contribution of capital (See Note 4 (C)).

During the year ended July 31, 2013,
a related party paid $2,023 in expenses on Company’s behalf in exchange for a note payable. Pursuant to the terms
of the note, the note is non-interest bearing, unsecured and is due on demand. During the year ended July 31, 2014, the same related
party paid $1,500 in expenses on the Company’s behalf in exchange for a note payable. Pursuant to the terms of the note,
the note is non-interest bearing, unsecured and is due on demand. For the year ended July 31, 2014 the Company recorded $42 as
an in-kind contribution of interest. The note was repaid in full during the year ended July 31, 2014 (See Notes 3 & 4(B)).

During the year ended July 31, 2013
the Company received $7,694 from a related party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured
and is due on demand. The note was repaid in full during the year ended July 31, 2014 (See Notes 3 & 4(B)).

For the nine months ended April
30, 2015, the Company recorded a total of $1,100 as an in-kind contribution of interest (See Note 4).

For the year ended July 31, 2014
the Company recorded a total of $557 as an in-kind contribution of interest (See Notes 2, 3 & 4(B)).

For the nine months ended April
30, 2015, a shareholder of the Company contributed services having a fair value of $10,400 (See Note 4 (A)).

For the year ended July 31, 2014,
a shareholder of the Company contributed services having a fair value of $15,600 (See Note 4(A)).

NOTE 7NOTE RECEIVABLE

On November 13, 2013 the Company
advanced $25,000 to an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due
on demand. The Company recorded an allowance for doubtful accounts of $25,000 as of April 30, 2015 and July 31, 2014 for this note.

NOTE 8GOING CONCERN

As reflected in the accompanying
financial statements, the Company has minimal operations, a working capital and stockholders’ deficiency of $284,593, used
cash in operations of $312,663 and has a net loss of $118,670,714 for the nine months ended April 30, 2015. This raises substantial
doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent
on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions
presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to
continue as a going concern.

13

Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The
following plan of operations provides information which management believes is relevant to an assessment and understanding of
our results of operations and financial condition. The discussion should be read along with our financial statements and notes
thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our
actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Overview
and Plan of Operation

The
Company was incorporated as “Alternative Energy & Environmental Solutions, Inc.” in the State of Nevada on June
10, 2010 to bring to market and license its innovative new biotechnology for the environmentally friendly and cost-effective extraction
of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S.

On
August 22, 2012, a three–for-one forward stock split was declared effective for stockholders of record on June 5, 2012.

On
February 25, 2015, the Company entered into a License Agreement (the “License Agreement”) with Lamina Equities Corporation
(“Lamina”). Lamina is a private corporation over which Dr. Raouf Guirguis has sole control. Pursuant to the License
Agreement, the Company agreed to pay $1,000 to Lamina in exchange for an exclusive worldwide license to Lamina’s intellectual
property relating to diagnosing illness in humans via a saliva test. In addition, the Company will pay total regulatory milestone
payments of up to $10,000 and a royalty of 7.5% of Net Sales (as defined in the License Agreement) to Lamina.

The
Company’s new business model relates to using its license from Lamina to first develop and then manufacture saliva-based
medical diagnosis products. The Company is no longer engaged in the extraction of natural gas (coalbed methane) from low-producing,
depleted and abandoned coal mines in the U.S.

In
addition to developing the medical diagnosis products, the Company’s plan of operation over the next 12 months is to continue
to decrease costs of operation. The Company cannot make any guarantee that it will be successful in decreasing its costs of operation.

On
August 28, 2014, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Unique
Growing Solutions, Inc.”

On
March 31, 2015, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Point
of Care Nano-Technology, Inc.”

Change
in Control

Simultaneously
with the signing of the License Agreement, on February 25, 2015, the Company entered into two separate Cancellation Agreements.
One Cancellation Agreement was with Mr. Peter Coker, formerly its sole officer and sole director, and one Cancellation Agreement
was with Ms. Linda Hiatt, formerly an affiliate of the Company (collectively, the “Cancellation Agreements”). Pursuant
to the Cancellation Agreements, Mr. Coker and Ms. Hiatt agreed to have the Company cancel, in total, 11,500,000 shares of the
Company’s common stock that they used to own. In return, Mr. Coker and Ms. Hiatt received a total of $115,000 from the Company.

Simultaneously
with the signing of the License Agreement, on February 25, 2015, the Company signed an Employment Agreement with Dr. Guirguis
(the “Employment Agreement”). Pursuant to the Employment Agreement, the Company appointed Dr. Guirguis as Chief Executive
Officer of the Company effective as of February 26, 2015 (the “Employment Effective Date”). Dr. Guirguis is also a
member of the Company’s board of directors. The Company will pay Dr. Guirguis an annual salary of $350,000. In addition,
the Company issued 37,500,000 shares of the Company’s common stock to Dr. Guirguis (the “Stock Issuance”). Dr.
Guirguis chose to have the Company issue some of the Stock Issuance shares to other people including 1,500,000 shares issued to
Mr. Ayman Elsalhy, a member of the Company’s board of directors. Dr. Guirguis now controls 26,000,000 shares directly and
2,500,000 shares indirectly via his wife’s ownership of those shares. Dr. Guirguis controls 63.53% of the Company’s
shares.

14

Limited
Operating History

We
have not previously demonstrated that we will be able to expand our business. We cannot guarantee that the expansion efforts described
in this annual report will be successful. Our business is subject to risks inherent in growing an enterprise, including limited
capital resources and possible rejection of our renovation services offering.

Results
of Operations

Comparison
for the three months ended April 30, 2015 and 2014

Revenue:
Revenues for the three months ended April 30, 2015 were $0, compared with $0 in the three months ended April 30, 2014, reflecting
no change, which was primarily attributable to the lack of ability to secure a strategic partner and operations to generate revenue.

Total
Operating Expenses: Total operating expenses for the three months ended April 30, 2015 were $118,274,633 compared with $50,427
in the three months ended April 30, 2014, reflecting an increase of $118,224,206. The increase was primarily attributable to the
stock based compensation of Dr. Guirguis, our Chief Executive Officer.

Loss
from Operations: Loss from operations for the three months ended April 30, 2015 were $118,274,633 compared with $50,427 in
the three months ended April 30, 2014, reflecting an increase of $118,224,206. The increase was primarily attributable to the
stock based compensation of Dr. Guirguis, our Chief Executive Officer.

Net
loss: We incurred a net loss of $118,280,020 in the three months ended April 30, 2015, compared to a net loss of $55,686 in
the three months ended April 30, 2014, reflecting an increase of $118,224,334. The increase was primarily attributable to the
stock based compensation of Dr. Guirguis, our Chief Executive Officer.

Comparison
for the nine months ended April 30, 2015 and 2014

Revenue:
Revenues for the nine months ended April 30, 2015 were $0, compared with $0 in the nine months ended April 30, 2014, reflecting
no change, which was primarily attributable to the lack of ability to secure a strategic partner and operations to generate revenue.

Total
Operating Expenses: Total operating expenses for the nine months ended April 30, 2015 were $118,655,684 compared with $143,303
in the nine months ended April 30, 2014, reflecting an increase of $118,512,381. The increase was primarily attributable to the
stock based compensation of Dr. Guirguis, our Chief Executive Officer.

Loss
from Operations: Loss from operations for the nine months ended April 30, 2015 were $118,655,684 compared with $143,303 in
the nine months ended April 30, 2014, reflecting an increase of $118,512,381. The increase was primarily attributable to the stock
based compensation of Dr. Guirguis, our Chief Executive Officer.

Net
loss: We incurred a net loss of $118,670,714 in the nine months ended April 30, 2015 compared to a net loss of $156,956 in
the nine months ended April 30, 2014, reflecting an increase of $118,513,758. The increase was primarily attributable to the stock
based compensation of Dr. Guirguis, our Chief Executive Officer.

Liquidity
and Capital Resources

We
receive cash from warrant exercises and notes payable. If we determine that we need more money to build our business, we will seek alternative
sources, like a private placement of securities or loans from our officers or others. At the present time, we do not have
enough cash to continue operations for 12 months and we have not made any arrangements to raise additional cash. If we are
unable raise additional cash we will either have to suspend or cease our expansion plans entirely. Other than as described in
this Report, we have no other financing plans.

We
anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future.
Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

As
reflected in the accompanying financial statements, the Company has minimal operations, a working capital and stockholders’
deficiency of $284,593, used cash in operations of $312,663 and had a net loss of $118,670,714 for the nine months ended April
30, 2015. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue
as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Critical
Accounting Policies

We
have identified the policies outlined below as critical to our business operations and an understanding of our results of operations.
The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment
of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no
need for management's judgment in their application.

15

The
Company accounts for income taxes under FASB ASC Topic 740 income taxes (“ASC Topic 740”). Under ASC Topic 740, deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.

Recent
Accounting Pronouncements

In
April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “ Interest – Imputation of Interest
(Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, is to simplify presentation of debt issuance costs
by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction
from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement
guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years
beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently
reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial
condition.

In
April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-04, “Compensation – Retirement Benefits
(Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”,
permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s
fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities
for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.
Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact
on our results of operations, cash flows or financial condition.

In
April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-05, “Intangibles – Goodwill and Other
– Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”,
provides guidance to customers about whether a cloud computing arrangement includes a software license. If such an arrangement
includes a software license, then the customer should account for the software license element of the arrangement consistent with
the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account
for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods
within those annual periods, beginning after December 15, 2015. Early application is permitted. We are currently reviewing the
provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In
April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-06, “Earnings Per Share (Topic 260): Effects
on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions”, specifies that, for purposes of calculating
historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a
drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings
per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would
not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ
before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are
required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.
Earlier application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact
on our results of operations, cash flows or financial condition.

In June 2014, FASB
issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. The update
gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue resulting from
contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters into contracts
to provide goods or services, would supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most
industry-specific guidance throughout the Industry Topics of the Codification. Additionally, the update would supersede some cost
guidance included in Subtopic 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts. The update
removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue issues
and more useful information to users of financial statements through improved disclosure requirements. In addition, the update
improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets and simplifies
the preparation of financial statements by reducing the number of requirements to which an entity must refer. The update is effective
for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. This updated
guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently
reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial
condition.

In August 2014, the FASB issued Accounting
Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure
of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S.
GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to
continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In
doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require
management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles
that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt,
(2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating
effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration
of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and
(6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be
issued). The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December
15, 2016. Early adoption is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any
impact on our results of operations, cash flows or financial condition.

All
other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

Off
Balance Sheet Transactions

None.

16

Item
3. Quantitative and Qualitative Disclosures About Market Risk.

Smaller
reporting companies are not required to provide the information required by this item.

Item
4. Controls and Procedures.

Disclosure
Controls and Procedures

Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation,
with the participation of the Company's management, including the Company's Chief Executive Officer (“CEO”) and Chief
Financial Officer (“CFO”), of the effectiveness of the Company's disclosure controls and procedures (as defined under
Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company's
CEO and CFO concluded that the Company's disclosure controls and procedures were not effective to ensure that information required
to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including the Company's CEO and CFO, as appropriate, to allow timely decisions regarding
required disclosure as a result of continuing material weaknesses in its internal control over financial reporting.

During
the assessment of the effectiveness of internal control over financial reporting, our management identified material weaknesses
related to the lack of requisite U.S. generally accepted accounting principles (GAAP) expertise of our Chief Financial Officer
and our internal bookkeeper. This lack of expertise to prepare our financial statements in accordance with U.S. GAAP without the
assistance of the outside accounting consultant hired to ensure that our financial statements are prepared in accordance with
U.S. GAAP constitutes a material weakness in our internal control over financial reporting. In order to mitigate the material
weakness, we engaged an outside accounting consultant to assist us in the preparation of our financial statements to ensure that
these financial statements are prepared in conformity to U.S. GAAP. This outside accounting consultant has significant experience
in the preparation of financial statements in conformity with U.S. GAAP. We believe that the engagement of this consultant will
lessen the possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis, and we will continue to monitor the effectiveness of this action and make any changes that our management deems
appropriate. We expect to continue to rely on this outside consulting arrangement to supplement our internal accounting staff
for the foreseeable future. Until such time as we hire the proper internal accounting staff with the requisite U.S. GAAP experience,
however, it is unlikely we will be able to remediate the material weakness in our internal control over financial reporting.

Changes
in Internal Controls over Financial Reporting

There
were no changes that occurred to our internal control over financial reporting during our most recently completed fiscal quarter
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART
II - OTHER INFORMATION

Item
1. Legal Proceedings.

None.

Item
1A. Risk Factors.

Smaller
reporting companies are not required to provide the information required by this item.

Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.

On
March 3, 2015, the Company issued 37,500,000 shares of the Company’s common stock to Dr. Guirguis as part of the Employment
Agreement. Dr. Guirguis chose to have the Company issue 11,500,000 of these shares to other people including 1,500,000 shares
issued to Mr. Ayman Elsalhy, a member of the Company’s board of directors and 2,500,000 shares to Dr. Guirguis’ wife.

On
April 21, 2015, the Company, due to the exercise of warrants at $0.83 per share issued a total of 405,300 shares of common stock
to four individuals. This resulted in total proceeds to the Company of $336,399. The Company received $62,499 of this money in
July 2014 and $273,900 of this money in February 2015.

On
April 29, 2015, the Company, due to the exercise of warrants at $0.83 per share issued a total of 22,725 shares of common stock
to one individual. This resulted in total proceeds to the Company of $18,861.75. The Company received this money in May 2015.

The
above shares were issued in reliance on the exemption under Section 4(2) of the Securities Act. These shares of our common stock
qualified for exemption under Section 4(2) since the issuance shares by us did not involve a public offering. The offering was
not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal,
manner of the issuance and number of shares issued. We did not undertake an offering in which we sold a high number of shares
to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since
they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of
the Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be
part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for
exemption under Section 4(2) of the Securities Act for this transaction.

17

Item
3. Defaults Upon Senior Securities.

On August 23, 2011, the Company issued
an unsecured promissory note in the amount of $10,000 which was due on August 23, 2012 and bearing compounding interest at a rate
of 6% per annum. Interest on the outstanding principal balance is payable quarterly in arrears on the last day of each calendar
quarter. The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able
to make such payments. Then on December 28, 2011, the Company issued an additional unsecured promissory note in the amount of
$10,000 which was due on December 28, 2012 and bearing compounding interest at a rate of 6% per annum. Interest on the outstanding
principal balance is payable quarterly in arrears on the last day of each calendar quarter. The Company is currently in default
of these notes and expects to make the necessary payments whenever the Company is able to make such payments. As of April 30,
2015 and April 30, 2014, the Company recorded $4,663 and $3,237, in accrued interest, respectively.

On October 10, 2014, the Company issued
an unsecured promissory note to an unrelated party in the amount of $100,000 which is due on or before the 90th day
from October 10, 2014. On March 2, 2015, the company repaid $35,000 of the loan. The remaining loan balance due is $65,000 as of
April 30, 2015. The note bears interest at a rate of 9% per annum. As of April 30, 2015, the Company recorded $4,519
in accrued interest and the note is in default.

Certification
of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

31.2 **

Certification
of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

32.1 +

Certification
of Principal Executive Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

32.2 +

Certification
of Principal Financial Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.

101.INS *

XBRL Instance
Document

101.SCH
*

XBRL Taxonomy Schema

101.CAL *

XBRL Taxonomy Calculation Linkbase

101.DEF *

XBRL Taxonomy Definition Linkbase

101.LAB *

XBRL Taxonomy Label Linkbase

101.PRE *

XBRL Taxonomy Presentation Linkbase

*
The License Agreement with Lamina Equities Corporation, dated February 25, 2015 was previously filed with the Company’s
Current Report on Form 8-K filed with the SEC on February 27, 2015. It is being re-filed to correct a typo in the Exhibit as filed
on February 27, 2015. The President of the Company who signed the License Agreement was Peter Coker.

**
Filed herewith.

+
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

18

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

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